contract management

first step for effective contract management

Make sure that you begin with a thorough investigation of both the business and legal background for the contract and the proposed transaction and business relationship in which the contract is to be used.

second step for effective contract management

Working with the appropriate representatives of the company, you should identify the steps that need to be taken in order to comply with the requirements of any contract review and signature authority policies and procedures that have been established by the company

why is the timing of the drafting and revision process crucial?

delays can push the relationship off track and jeopardize realization of the business opportunities anticipated by both parties.

example of working with the appropriate representatives of the company

does the contract need to be reviewed and approved by senior management and/or the board of directors and, if so, what needs to be done in order to expedite review and consideration

what should be an expected responsibility?

drafting the contract and all related documents as well as spotting and resolving specific legal issues.

time and responsibility schedule is useful for

financing transaction that must pass through several stages over an extended period of time including preparation of a business plan, presentations to potential capital providers, preparation of financing documents and satisfaction of closing conditions.

what you should do for each proposed contractual arrangement

get in the habit of going through a checklist of the actions that you might be expect to take in order to assist the company.

Once you have a good understanding the scope of the proposed business relationship you should

identify the contracts and related documents required to document the relationship and complete any immediate transaction.

contracting is

one of the crucial activities in determining the success of any business arrangement.

If you are not to be directly involved in negotiations you should, at a minimum

provide company representatives with a list of questions that will need to be answered in order for the contracts to be completed so that the representatives can discuss them with their counterparts from the opposite party.

what is contract management

sometimes referred to as contract administration, refers to the processes and procedures that companies may implement in order to manage the negotiation, execution, performance, modification and termination of contracts with various parties including customers, vendors, distributors, contractors and employees.

what is essential as an in-house counsel when it comes to assisting internal clients and preparation

that you work closely with your clients to establish well in advance your mutual expectations regarding the role that you will be expected to play in the negotiation, drafting, finalization and monitoring of a particular contract

If certificates and/or consents from outside parties are required in order for the contracts to be finalized and become effective

they must be planned for well in advance and may themselves require time-consuming negotiations.

when working with company representatives

you should establish a plan for ongoing review of the performance of each of the parties under the terms of the contract, at least in those cases where the contract is long-term and calls for continuous performance over an extended period of time

Once the closing is completed

you should make sure that all of the closing documents are organized and that copies are delivered to all interested parties

Once all conditions to consummation of the proposed business relationship have been satisfied or waived

you should oversee completion of the closing of the transaction at which time all contracts and related documents are executed and exchanged and any required performance at the closing (e.g., cash payments) is completed

taking into account discussions with company representatives regarding your role

you should participate in the negotiation of the essential terms of each contract and, if appropriate and useful, prepare a term sheet or letter of understanding to be sure that the parties are in agreement regarding the essential terms before time and effort is spent on contract preparation.

If warranted by the complexity of the proposed transaction

you should prepare a time and responsibility schedule for drafting, review, discussion, revision and completion of all required items and activities

Once the documentation is finalized

you should prepare for the closing of the transaction, including pre-closing meetings and preparation of closing checklists and memoranda.

Once background information has been collected and preliminary agreement has been reached on the essential terms,

you should prepare the initial draft of each of the required contracts and related documents or, in cases where the opposite party is responsible for drafting, review the initial draft of such items prepared by the opposite party; discuss and negotiate necessary changes in the initial drafts and make sure that revised drafts are circulated for review and finalization.